In writing up the Minutes of the Annual Meetings of the Shareholders
and the Special Meetings of the Board of Directors, who needs to sign
it at the end?  We know that the Secretary & Chairman sign it to
certify that the Minutes are correct.  Do any of the other
shareholders or directors need to sign it as well?  Thanks!

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Request for Question Clarification by wonko-ga on 17 Jul 2003 12:57 PDT

Probably not.

"Have the minutes signed by the Secretary of the corporation or other
person properly authorized in accordance with corporate bylaws or
state corporation law."

http://www.bizadvisor.com/Minutes.htm "Corporate Minutes: Rules to
help you keep your own minutes." by Mary Hanson

If this suffices for an answer, please let me know.  Otherwise, I will
need to know your state of incorporation and, ideally, a look at the
relevant portion of your corporate bylaws, if any.

Sincerely,

Wonko

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Request for Question Clarification by wonko-ga on 17 Jul 2003 13:10 PDT

The following are related to Arizona corporations:

"The president and secretary must sign the Organizational Meeting
Minutes."

http://www.capitalcorpandtrust.com/estabcorp.php3

"Corporate records such as minutes of annual meetings generally do not
need to be notarized or filed with any government agency."

http://www.ciancolaw.com/corporations.html

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Clarification of Question by m3cpiggy-ga on 17 Jul 2003 13:39 PDT

There is nothing in our by-laws stating who should sign the Minutes. 
We are a small company with 3 shareholders and 4 directors (who are
also the officers).  The company is incorporated in New York State.

Hello and thank you for your question.

The New York Business Corporation Law states that:
"
  § 624. Books and records; right of inspection, prima facie evidence.
    (a) Each corporation shall keep correct and complete books and
records
  of   account   and   shall  keep  minutes  of  the  proceedings  of 
its
  shareholders, board and executive committee, if any, and shall  keep
 at
  the  office  of  the  corporation  in this state or at the office of
its
  transfer agent or registrar in this state, a record containing the
names
  and addresses of all shareholders, the number and class of  shares 
held
  by each and the dates when they respectively became the owners of
record
  thereof.    Any  of  the  foregoing  books, minutes or records may
be in
  written form or in any  other  form  capable  of  being  converted 
into
  written form within a reasonable time.
....
    (g) The books and records specified in paragraph (a)  shall  be 
prima
  facie  evidence of the facts therein stated in favor of the
plaintiff in
  any action or special proceeding against such corporation or any of 
its
  officers, directors or shareholders."
New York Business Corporation Law Locator
http://www.law.cornell.edu/cgi-bin/ez-nylaw?BSC+624

Your minutes should start by saying who is chairing the meeting - -
usually the president for the shareholders meeting; one of the
directors for the directors meeting -- and who is acting as secretary
- - usually the corporate secretary.  If the president is not at the
meeting you can pick any suitable officer who is present to do the
president's job.

Then the minutes are signed by those people - - the person who chaired
the meeting and the person who acted as secretary.

Should you ever have everybody sign?  You certainly needn't if the
meeting was preceeded by written notice pursuant to the by-laws.

More commonly such notice is not actually given, and the minutes start
off with a recital (hopefully true) that all persons present waived
notice of the meeting.  In that case you still aren't required to have
everybody sign but if you think anybody (a shareholder or a director)
might complain that he or she didn't get a notice or didn't waive
notice, then for purposes of self defense you might as well have
everybody sign.

And sometimes there's no actual meeting at all, but instead a
"resolution by unanimous consent."  In that case you should have
everybody sign.

Search terms used:
"New York Business Corporation Law"

Thanks again for bringing your question here.  If you find any of the
above unclear, please request clarification.  I would appreciate it if
you would hold off on rating my answer until I have a chance to reply.

Sincerely,
Google Answers Researcher
Richard-ga

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Clarification of Answer by richard-ga on 17 Jul 2003 14:35 PDT

Sorry about the ragged line breaks in the statute.  A hazard of copy-and-paste.
-R

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Request for Answer Clarification by m3cpiggy-ga on 18 Jul 2003 10:08 PDT

I just wanted to make sure that your answer is in accordance with
current New York State Corporate Law.

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Clarification of Answer by richard-ga on 18 Jul 2003 11:07 PDT

Yes, the New York law given in my answer is current.  A better
citation for the New York corporate statutes is the New York State
Assembly's own site:

http://assembly.state.ny.us/leg/?cl=13&a=7

-R

It was excellent and very helpful.  Thank you for answering in words
that we can easily understand.